Seeing through SEDAR

by Ciaran Ryan & Zara McAlister, Business Wire/Toronto

This was the message Nancy Desjardins wanted to get across at a recent SEDAR training session in downtown Toronto. Desjardins manages SEDAR relations (EDGAR’s Canadian counterpart) at the Canadian Depository for Securities Limited (CDS). She’s the person to call if you ever find yourself trapped in a SEDAR-related conundrum.

On February 21st Desjardins mapped out the SEDAR process for an audience of both veteran and novice filers. She admits the filing software is archaic–it hasn’t changed since the organization’s inception 16 years ago—but Desjardins insists the system works perfectly as long as you know how to use it. Here are some quick tips from the session that will hopefully make your next SEDAR filing go off without a hitch.

Double check what you’re submitting

This first one may seem obvious, but mistakes do happen and they can be difficult to fix in the SEDAR universe. Let’s say a company files a document only to realize later that it was the wrong one, or that it contained confidential information. Unfortunately, once the document has been sent to the SEDAR server it’s there forever, so be sure to double-check everything you send to your filer. Most corrections can be made by submitting another filing, but the original document will remain posted on the website unless you can prove to your principal securities commission that it contains confidential material. Only then can it be marked private and made invisible on the website.

Disclose company changes

Keep filers up-to-date with the most current profile information for your company. Inform them of any company name changes, new contacts, addresses and any other pertinent amendments, so the filer can update the profile through the SEDAR software accordingly. These changes will then become publicly visible on the SEDAR website the following day.

Be specific

When it comes to annual and interim filings the more information, the better. Subscribers are asked to indicate the applicable continuous disclosure rule from a drop-down list depending on filing type selected. Although many filings fall under the National Instrument 51-102 rule for continuous disclosure obligations, some filings from foreign issuers (companies not headquartered in Canada) must file in accordance with National Instrument 71-102. Please disclose this kind of information to your filers since it can be hard to tell one national instrument apart from another.

Expect fees

Annual filings have reporting jurisdiction fees. Interim filings can have late fees. Only news releases are free of additional fees — unless you report to Quebec. If you want to know exactly how much you can expect to shell out for your filing, check out the Canadian Securities Administrators (CSA) website. You can navigate through the filing fee maze by selecting your exact filing type and document. The fees are then carefully laid out according to provincial region: http://www.securities-administrators.ca/SEDAR/FeeGuide.aspx?id=800

During the session, Anne Mankikar from the Ontario Securities Commissions joked that fees only have one direction—and that’s up! Provincial jurisdiction filing fees are no exception. Stay tuned for fee changes for many provincial jurisdictions come the beginning of April.

Watch for deadlines

Missed deadlines are never a good thing. Getting your SEDAR filings in on time will save you money and additional stress. Avoid waiting to the last day to file because if you do run into problems, people like Nancy Desjardins will be harder to get in touch with due to higher call volumes on deadline days. Of course if you end up missing a deadline, you’re going to get charged with a pricey late fee.

For those who file SEDAR directly, here’s a date to add to your calendars: on April 1st a software coding update will be issued by SEDAR. The update will automatically delete any in progress SEDAR files you may have saved on your computer. So remember to submit these filings before you run the update. SEDAR will be sending out emails and faxes regarding the new coding in the near future.